Common use of Specified Member Matters Clause in Contracts

Specified Member Matters. Notwithstanding anything to the contrary in this Agreement, but subject to Section 11.04(f), for so long as the ▇▇▇▇▇▇▇▇ Member and the January Capital Member hold Units equal to at least the Ownership Minimum, any of the following actions, whether undertaken by the Company or any of its Subsidiaries, in any single transaction or series of related transactions (collectively, the “Specified Member Matters”), in each case following the Restatement Date, shall require prior written consent (and the Company and its Subsidiaries shall not take any such action without having obtained such prior written consent) of the ▇▇▇▇▇▇▇▇ Member and the January Capital Member and, solely if applicable, any Transferee who is the recipient of applicable transferred consent rights pursuant to Section 11.04(f) (in writing): (i) the creation, sale or issuance of any Equity Securities for consideration less than Fair Market Value, other than (A) the issuance of Earn-Out Funding Units, (B) issuances of Profits Interests from the Initial Profits Units Pool, (C) in connection with an exchange, in each case, on arm’s length or superior terms from the perspective of the Company (including, for clarity, a one-for-one exchange of corresponding equity securities), of membership interests of (x) the UFC Co-Invest Member, or (y) UFC Management Holdco, held by the respective members thereof, for Membership Interests or Equity Securities of the Company in accordance with the express terms hereof, (D) in connection with an exchange of Warrants held by a Member for Class A Common Units of the Company in accordance with the terms of the Warrants and this Agreement, (E) the payment in kind of any amounts in respect of the Class P Units as contemplated on Annex A and (F) issuances pursuant to the Future Incentive Award Agreement. (ii) making any distribution in respect of Common Units other than distributions (A) on a pro rata basis in accordance with the Common Member’s relative Percentage Interests and (B) pursuant to and in accordance with the terms of Section 7.03(d) and Section 4.03(g)(ii); (iii) any redemptions, repurchases or other acquisitions by the Company or any of its Subsidiaries of any Common Units (other than redemptions, repurchases or other acquisitions that (x) are pursuant to Section 7.06 or Section 7.07, (y) are (A) an exchange of membership interests of the UFC Co-Invest Member or UFC Management Holdco, held by the respective members thereof, for Equity Securities of the Company, in each case, on arm’s length or superior terms from the perspective of the Company (including, for clarity, a one-for-one exchange of corresponding equity securities) or (B) in connection with the issuance of any Common Units pursuant to the exercise of Warrants in accordance with the terms thereof or (z) are made by the Company of any Common Units held by Common Members who are terminated service providers or terminated employees of the Company) that is not offered to each of the Common Members (other than Common Members who are terminated service providers or terminated employees of the Company) on a pro rata basis in accordance with the Common Members’ relative Percentage Interests; (iv) any Related Party Transaction (it being understood that (A) the performance of any covenants and/or obligations under the Transaction Fee Agreement, including the payment of a transaction fee in the amount of Ten Million Dollars ($10,000,000) to each of the Sponsor Members on the Restatement Date, (B) the fulfillment by the Company of its indemnification and other obligations to any Covered Person pursuant to Section 12.02 and (C) the exercise by the Company or a Member of any other rights set forth in this Agreement (including pursuant to Section 10.02(d)) shall not be deemed a Related Party Transaction); (v) changing the Accounting Firm, other than replacing the existing Accounting Firm with PricewaterhouseCoopers, Deloitte Touche Tohmatsu Limited, Ernst & Young or KPMG; and (vi) (A) in each case except as may be required by applicable law, the making, changing or revoking of any material tax election, the settlement or compromise of any material claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy, in each case, related to taxes, or (B) except as may be required by applicable law or GAAP, the changing of any method of accounting or method of reporting income or deductions for tax or accounting purposes, in each case of clauses (A) and (B), that would be reasonably expected to disproportionately adversely affect (1) the ▇▇▇▇▇▇▇▇ Member (without the ▇▇▇▇▇▇▇▇ Member’s consent) or the January Capital Member (without the January Capital Member’s consent) (including in their respective capacities as recipients of the Earn-Out Payments) relative to the other Rollover Members or Restatement Date Members (or any other Members), or (2) the Rollover Members as a group relative to the Restatement Date Members (or any other Members); provided, that (1) this Section 9.06(a) shall in no event apply to any actions taken by the Company or any of its Subsidiaries arising from, or related to, an IPO or a Sale Transaction undertaken in accordance with the express terms hereof, and (2) any matter expressly permitted pursuant to any subsection of this Section 9.06(a) shall not constitute a Specified Member Matter under any other subsection of this Section 9.06(a).